One thing is clear at Clear Channel Communications (NYSE: CCU) -- the company's $19.5 billion buyout is not looking good.

According to a Reuters story, the proxy advisory service ISS said that the deal is too cheap and that shareholders should reject it. The firm is highly influential in such matters and institutional investors often follow its recommendations.

The private equity buyers -- Bain Capital and Thomas H. Lee -- have upped their bid from $36.70 to $39. They also have said it was their "best and final" offer.

Well, in light of the ISS decision and vocal opposition from major shareholders like Fidelity, it look s like the company will not get shareholder approval. Because of Texas corporate law, Clear Channel needs to get a two-thirds majority. The shareholder meeting is on May 8th.

Then again, this may also be an indication that private equity firms are trying to show some restraint.

And, yes, it looks like the Street has already factored these things in. Clear Channel's stock is at $36 today.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Today, Clear Channel Communications (NYSE: CCU) reported its Q1 results. Revenues increased from $1.49 billion to $1.61 billion, while net income rose from $96.8 million or $0.19 per share to $102.2 million, or $0.21 per share.

But the stock barely moved. Then again, Clear Channel is in the process of a leveraged buyout and the deal is looking iffy.

Recently, Clear Channel's private equity buyers -- Bain Capital Partners and Thomas H. Lee Partners -- upped their bid from $37.60 to $39. But it may not be enough to satisfy major investors like Fidelity Investments and Highfields Capital Management.

Looking at the five-year stock chart of Clear Channel is depressing. The stock price is off about a third. The largest radio operator can't seem to find growth opportunities, and then there are the threats from Internet radio, Apple (NASDAQ: AAPL) iPods, satellite radios, and other digital alternatives.

So if things are so bleak, why would Bain and Thomas H. Lee want to buy the company? Aren't these folks smart and have a history of posting strong returns?

I think the answer is fairly obvious. These investors see a value play.

The $19.5 billion buyout of Clear Channel (NYSE: CCU) is still not very clear. Even when its buyers -- Thomas H. Lee and Bain Capital -- boosted the price to $39 from $37.50, some of Clear Channel's investors were not convinced.

But Clear Channel is not stopping. In fact, the firm is already paving the way for major changes.

This week, the firm sold its TV group for $1.2 billion to private equity firm Providence Equity Partners. The deal includes 56 stations.

There are also plans to sell off radio stations.

Basically, these actions are needed to pass muster with the antitrust authorities. Moreover, the cash will be helpful when debt is loaded on the balance sheet.

Yet, for Clear Channel to get its own buyout deal completed, it needs to secure a two-thirds vote from shareholders. That's a tough hurdle -- given the current stock price of $35.75, it looks like the mega deal probably won't happen.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.